ContextLogic Advances US Salt Acquisition with Launch of Fully Backstopped $115 Million Rights Offering Priced at $8.00 per share

Rhea-AI Summary

ContextLogic (OTCQB: LOGC) launched a fully backstopped $115 million rights offering at $8.00 per share to fund its previously announced $907.5 million acquisition of US Salt. The Company is offering up to 14,375,000 new shares (about 20.9% of post-transaction share capital if fully subscribed); if fully subscribed ContextLogic would own 67.8% of the units of ContextLogic Holdings, LLC. The Rights Offering is effective Jan 22, 2026 with an expiration of Feb 20, 2026 at 5:00 PM ET, a subscription ratio of 0.53486 rights per share, and an estimated transaction close of Feb 26, 2026. The offering is fully backstopped by Abrams Capital and BC Partners Credit and includes a 4.9% ownership cap to preserve approximately $2.9 billion of NOLs.

Positive

• Rights offering size $115M to directly fund US Salt acquisition
• Acquisition value $907.5M expands company into diversified ownership
• If fully subscribed ContextLogic to hold 67.8% of parent units
• Offering fully backstopped by Abrams Capital and BC Partners Credit

Negative

• Share issuance up to 14,375,000 shares (~20.9% dilution if fully subscribed)
• Exercised shares become non-tradeable while held in DTC suspense account until close

News Market Reaction

+0.38%

1 alert

+0.38% News Effect

On the day this news was published, LOGC gained 0.38%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Rights offering size: $115 million Exercise price: $8.00 per share US Salt acquisition value: $907.5 million +5 more

8 metrics

Rights offering size $115 million Gross proceeds targeted from rights offering at $8.00 per share

Exercise price $8.00 per share Subscription price for new ContextLogic common shares

US Salt acquisition value $907.5 million Enterprise value of US Salt Transaction

New shares offered 14,375,000 shares Maximum new shares under the rights offering

Post-deal share capital 20.9% New shares as percentage of share capital if fully subscribed

Holdings LLC ownership 67.8% LOGC stake in ContextLogic Holdings, LLC if fully subscribed

NOL balance $2.9 billion Net operating loss carryforwards protected by 4.9% ownership limit

Ownership threshold 4.9% Maximum post-offering ownership without Board approval

Market Reality Check

Price: $7.88 Vol: Volume 176,745 vs 20-day ...

normal vol

$7.88 Last Close

Volume Volume 176,745 vs 20-day average 197,862 suggests activity remained slightly below typical levels ahead of the rights offering. normal

Technical Price $7.85 is trading just above the 200-day MA at $7.53 before the offering announcement.

Peers on Argus

LOGC’s move of 0.51% occurred while key peers showed mixed performance: BBTT up ...

LOGC’s move of 0.51% occurred while key peers showed mixed performance: BBTT up 76.89%, YUKA down 14.56%, and others flat. This points to a stock-specific reaction to the rights offering rather than a broad internet retail move.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	US Salt acquisition	Positive	+4.1%	Announced $907.5M US Salt deal with multi-source financing and backstopped rights.
Oct 28	Q3 2025 earnings	Positive	+5.5%	Reported stable net loss and strong liquidity with detailed Q3 2025 figures.
Oct 23	Earnings preview	Neutral	-0.5%	Scheduled Q3 results call with prepared remarks and no Q&A session.
Aug 07	Q2 2025 earnings	Positive	-1.2%	Reported reduced Q2 loss and strong cash plus potential $75M strategic funding.
Aug 07	Reorganization	Positive	-1.3%	Completed reorganization to protect $2.7B in NOLs with 1-for-1 share exchange.

Pattern Detected

LOGC often reacted positively to financing and deal updates, while structural and reorganization news saw weaker or negative price responses.

Recent Company History

Over the last six months, ContextLogic has been repositioning around the US Salt acquisition and a new ownership-platform model. On Dec 8, 2025, the company announced the planned $907.5M US Salt deal with a fully backstopped $115M rights offering, and shares rose 4.11%. Earlier earnings in Q2 and Q3 2025 highlighted stable losses and strong liquidity, with mixed market reactions. An August 2025 reorganization aimed at protecting about $2.7B in NOLs drew a modest negative response. Today’s launch of the rights offering operationalizes the December financing plan for the acquisition.

Market Pulse Summary

This announcement launches the fully backstopped $115M rights offering at $8.00 per share, a key fun...

Analysis

This announcement launches the fully backstopped $115M rights offering at $8.00 per share, a key funding pillar for the previously announced $907.5M US Salt acquisition. It also reinforces a strict 4.9% ownership limit to protect about $2.9B in NOLs. Historically, LOGC saw mixed reactions to reorganization and earnings news but a positive move on the initial US Salt deal. Investors may focus on participation terms, dilution from up to 14,375,000 new shares, and closing progress on the transaction.

Key Terms

rights offering, subscription right, The Depository Trust & Clearing Corporation, net operating loss carryforwards, +1 more

5 terms

rights offering financial

"today announced the launch of a fully backstopped $115 million rights offering"

A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.

subscription right financial

"each share of ContextLogic common stock includes one (1) subscription right"

A subscription right is a short‑term entitlement given to existing shareholders that lets them buy additional shares at a set price before the shares are offered to the public. Like a limited-time coupon to buy more of a product, it matters to investors because exercising the right can prevent ownership from being diluted and may offer a discounted chance to increase holdings, while selling the right can provide immediate cash if they don’t want more shares.

The Depository Trust & Clearing Corporation financial

"held in a suspense account at The Depository Trust & Clearing Corporation"

A central financial infrastructure that holds securities electronically and manages the final exchange of stocks, bonds and other instruments after trades, acting like a combination of a secure central registry, post office and escrow service for the market. It matters to investors because it reduces the risk that trades fail, speeds up ownership transfers, and keeps accurate records that underpin confidence and stability in the trading system — if it falters, markets can become slower and riskier.

net operating loss carryforwards financial

"To preserve the Company’s approximately $2.9 billion in net operating loss carryforwards"

Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.

prospectus regulatory

"The Rights Offering is being made only by means of a prospectus a copy of which has been filed"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. Not financial advice.

Allows Investors to Participate Alongside Institutional Investor Partners and Keeps ContextLogic on Track for First Quarter 2026 Closing of US Salt Acquisition

OAKLAND, Calif., Jan. 22, 2026 (GLOBE NEWSWIRE) -- ContextLogic Holdings Inc. (OTCQB: LOGC) ("ContextLogic," the "Company," "we" or "our") today announced the launch of a fully backstopped $115 million rights offering to holders of its common stock, par value $0.0001 per share (“ContextLogic common stock”) at $8.00 per share (the “Rights Offering”) with the proceeds used to fund and complete its previously announced $907.5 million acquisition (the “Transaction”) of US Salt Parent Holdings, LLC and its subsidiaries (collectively, "US Salt"), marking a transformational step in the Company's evolution into a diversified business ownership platform.

The Company is offering a maximum of 14,375,000 new shares, representing approximately 20.9% of its share capital following consummation of the Transaction and assuming the rights offering is fully subscribed. If fully subscribed, ContextLogic Holdings Inc. will own 67.8% of the units of ContextLogic Holdings, LLC, the ultimate parent of US Salt.

The Rights Offering is being made only by means of a prospectus a copy of which has been filed with the Securities Exchange Commission (“SEC”) and is available on their website, www.sec.gov, and on the Company’s website, ir.contextlogic.com or by contacting the Information Agent, D.F. King, at (888) 542-7446 or Logc@dfking.com.

Rights Offering Details
Beginning on January 22, 2026 (the “Effective Date”), each share of ContextLogic common stock includes one (1) subscription right (the “Right” or “Rights”) until 5:00 p.m. on February 20, 2026 (the “Expiration Time”). Each Right provides the holder thereof to purchase 0.53486 shares of ContextLogic common stock at a purchase price of $8.00 per full share of ContextLogic common stock. The Rights will remain attached to and trade along with the associated share of ContextLogic common stock. From the Effective Date until the Expiration Time, (the “Subscription Period”), the Company’s ticker symbol will be modified to LOGC.d to indicate that Rights are attached. Rights are not separately transferable or tradable from the underlying ContextLogic common stock until the consummation or termination of the Rights Offering.

Ticker Symbol	LOGC.d
Exercise Price:	$8.00 per share
Subscription Ratio:	Each Right entitles you to purchase 0.53486 shares of ContextLogic common stock at an exercise price of $8.00 per share. This means you need a minimum of 1.86964 rights to purchase one (1) full share of ContextLogic common stock
Effective Date (Earliest date to exercise rights):	January 22, 2026
Expiration Time:	February 20, 2026 at 5:00 PM ET Period between Effective Date and Expiration Time is the “Subscription Period”
Rights Tradability:	Rights trade WITH ContextLogic common stock; NOT separately transferable or tradable
Estimated Transaction Close:	February 26, 2026

Important Terms and Conditions

• Rights attach to shares of ContextLogic common stock and are not separately transferable or tradable: For the duration of the Subscription Period, the ContextLogic common stock and associated Right will trade together under the ticker symbol LOGC.d. If you sell your ContextLogic common stock in the open market during the Subscription Period, the Rights transfer along with the ContextLogic common stock to the buyer and vice versa. Both the ContextLogic common stock and associated Rights are only transferable prior to the exercise of the associated Rights.
• Exercise is irrevocable: Once you exercise your Rights, you cannot cancel or revoke your exercise. If we amend this Rights Offering to allow for an extension of this Rights Offering for a period of more than 30 days or make a fundamental change to terms set forth in the Prospectus, holders may cancel their subscription and receive a refund on any money previously advanced. Holders should not exercise their Rights unless they are certain that they wish to purchase additional shares of ContextLogic common stock at an exercise price of $8.00 per full share.
• Shareholders can continue to acquire ContextLogic common stock during Subscription Period: During the Subscription Period, you may continue to purchase additional shares of ContextLogic common stock in the open market, those shares will continue to have Rights attached to them and you may exercise the Rights attached to those shares. However, once you exercise any Rights, those specific shares of ContextLogic common stock (along with their associated Rights) will be held in a suspense account at The Depository Trust & Clearing Corporation (“DTC”) and are non-transferable and non-tradeable until the Rights Offering closes.
• Non-transferability of ContextLogic common stock upon exercise: In order to exercise your Rights, you must submit the associated shares of ContextLogic common stock which will be held in a DTC suspense account and will be non-transferable and non-tradeable until the consummation or termination of the Rights Offering. For example, if you hold 100 shares of ContextLogic common stock (with 100 Rights attached) and exercise 50 of such shares of ContextLogic common stock (with their 50 Rights), those 50 shares of ContextLogic common stock (with their 50 Rights) will not be able to be traded or transferred until the Rights Offering is completed or terminated. Your remaining 50 unexercised shares of ContextLogic common stock (with their 50 Rights) can continue to be traded normally.
• 4.9% ownership threshold for NOL protection: To preserve the Company’s approximately $2.9 billion in net operating loss carryforwards (“NOLs”), no stockholder may exercise Rights to the extent its holdings will equal or exceed 4.9% of ContextLogic common stock after completion of the Rights Offering without prior Board approval. The Company reserves the right to reduce or reject any subscription that would result in a stockholder owning 4.9% or more of outstanding ContextLogic common stock. By exercising Rights, you represent that you do not and will not own 4.9% or more of ContextLogic common stock. If your exercise would result in 4.9%+ ownership, you must contact the Information Agent immediately at the email below.
• No fractional shares: Fractional shares will be rounded down to the nearest whole share, with the subscription price (the money tendered upon exercise of the Rights) adjusted accordingly.
• No minimum purchase: You may exercise any number of your Rights or none at all. There is no minimum subscription requirement.
• Unexercised rights expire: Rights not exercised by the Expiration Time (as may be extended by the Company at its option) will expire and have no value.
• US Salt Acquisition: The Rights Offering is expected to close immediately prior to the closing of the Transaction and is contingent upon the satisfaction of the closing conditions of the US Salt Acquisition as described in the Purchase Agreement dated December 8, 2025 (the “Purchase Agreement”). We reserve the right to cancel this Rights Offering at any time. If this Rights Offering is cancelled or if the Transaction is not consummated, any money tendered for the exercise of Rights will be promptly returned by mail to exercising holders, without interest or deduction.
  
  

Full Backstop Commitment:

The Rights Offering is fully backstopped by Abrams Capital and BC Partners Credit, pursuant to the previously disclosed backstop agreements at an effective purchase price of $8.00 per share.

Information and Questions:

For any questions or further information about the Rights Offering, please contact D.F. King, which will be acting as the information agent for the Rights Offering, at (888) 542-7446 or Logc@dfking.com.

Neither the Company nor its Board of Directors has, or will, make any recommendation to stockholders regarding the exercise of rights in the Rights Offering. Stockholders should make an independent investment decision about whether to exercise their rights based on their own assessment of the Company's business and the Rights Offering.

Important Disclaimers:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Rights Offering is being made only by means of the prospectus and related documents that have been filed with the SEC, copies of which are available on the SEC’s website at www.sec.gov and on the Company’s website ir.contextlogic.com.

About ContextLogic Holdings Inc. 

ContextLogic is a publicly-traded business ownership platform established to own a collection of niche, competitively advantaged, long-duration businesses. Each business operates with meaningful autonomy under world-class management teams whose incentives are tightly aligned with those of its shareholders, supported by a governance structure that creates direct accountability between operators and owners. For more information about ContextLogic, please visit ir.contextlogic.com.

Forward-Looking Statements 

This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding ContextLogic’s CFO transition and integration of the new CFO, executive management transitions and integrations, ContextLogic’s financial outlook, information concerning the acquisition of US Salt, information concerning the Rights Offering and potential growth strategies and opportunities. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends,” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, statements regarding the Rights Offering, statements regarding the acquisition of US Salt, the ability of the parties to consummate the acquisition of US Salt in a timely manner or at all, the satisfaction or waiver of the conditions to closing the acquisition of US Salt, the occurrence of any event, change or other circumstance or condition that could give rise to termination of the purchase agreement for the acquisition of US Salt, the strategic alternatives considered by the Company’s Board of Directors, including the decisions taken thereto; future financial performance; future liquidity and operating expenditures; financial condition and results of operations; competitive changes in the marketplace and other characterizations of future events or circumstances. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect ContextLogic’s results is included in its filings with the SEC including the Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 to the Annual Report on Form 10K/A, the Quarterly Reports on Form 10-Q for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025 and other reports that ContextLogic files with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by ContextLogic in this news release speaks only as of the day on which ContextLogic makes it. ContextLogic assumes no obligation to, and except as otherwise required by federal securities law, does not currently intend to, update any such forward-looking statements after the date of this release.

Investor Relations:
Lucy Simon, CLHI
ir@contextlogic.com

FAQ

What are the key terms of ContextLogic's LOGC rights offering (Jan 22–Feb 20, 2026)?

The Rights Offering runs Jan 22–Feb 20, 2026; exercise price is $8.00; subscription ratio is 0.53486; up to 14,375,000 shares (max $115M).

How does the LOGC rights offering affect ownership after the US Salt acquisition closes?

If fully subscribed, ContextLogic would own 67.8% of the units of ContextLogic Holdings, LLC and new shares would represent ~20.9% of post-transaction share capital.

Who backstops the LOGC rights offering and what does that mean for closing risk?

Abrams Capital and BC Partners Credit fully backstop the offering, meaning they committed to purchase unsubscribed shares at the $8.00 price to support funding for closing.

What are investor limits tied to NOL protection in the LOGC rights offering?

No stockholder may exercise Rights if doing so would result in owning ≥4.9% of ContextLogic common stock after the offering to preserve ~$2.9B of NOLs.

When is the estimated close for the US Salt acquisition funded by the LOGC rights offering?

The press release lists an estimated transaction close of February 26, 2026, contingent on closing conditions.